Singlepoint Inc. (OTCMKTS:SING) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Deﬁnitive Agreement.
On March 11, 2021, Singlepoint Inc. (the “Company”) entered a Securities Purchase Agreement (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in tranches, up to Two Million Dollars ($2,000,000) of the Company’s Class D Preferred Stock (as defined in Item 5.03 below) in exchange for Two Thousand (2,000) shares of Class D Preferred Stock. The first tranche, promptly upon execution of the Purchase Agreement, was the purchase of Five Hundred (500) shares of Class D Preferred Stock for Five Hundred Thousand Dollars ($500,000). The remaining tranches (each consisting of the sale of Five Hundred shares of Class D Preferred Stock for Five Hundred Thousand Dollars ($500,000)) shall occur on each of (i) March 19, 2021, (ii) March 26, 2021, and (iii) April 2, 2021. Notwithstanding the foregoing, the Company has the right to terminate any Closing after the initial Closing upon notice.
The foregoing is subject to, and qualified in its entirety, by the Purchase Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
to the terms of the Purchase Agreement, the Company agreed to issue to GHS an aggregate of Two Thousand (2,000) shares of Class D Preferred Stock. The foregoing was not registered under the Class D Preferred Stock Act of 1933 and was made in reliance upon the exemptions from the registration requirements of the Class D Preferred Stock Act set forth in Regulation D thereof.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company filed a certificate of designation (the “Certificate of Designation”) with the State of Nevada to amend its Amended and Restated Articles of Incorporation to designate Two Thousand (2,000) shares of preferred stock as ”Class D Preferred Stock.”
Below is a summary description of the material rights, designations and preferences of the Class D Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation).
The Company has the right to redeem the Class D Preferred Stock, in accordance with the following schedule:
The Company shall pay a dividend of three percent (3%) per annum on the Class D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class D Preferred Stock calculated at the purchase price. The Stated Value of the Class D Preferred Stock is $1,200 per share.
The Class D Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).
Each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by $.023.
From the date of issuance until the date when the Holder no longer holds any shares of Class D Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class D Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable in the aggregate discount to the investors than the terms provided for hereunder, then the Company shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder.
SinglePoint Inc. Exhibit
EX-3.1 2 sing_ex31.htm CERTIFICATE OF DESIGNATION sing_ex31.htmEXHIBIT 3.1 SINGLEPOINT,…
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About Singlepoint Inc. (OTCMKTS:SING)
Singlepoint, Inc. (SinglePoint) is a mobile technology company. The Company is focusing on mobile payments, mobile giving and mobile bidding. The Company operates a mobile commerce and communications platform designed to serve the needs of the non-profit community, as well as vendors that want to accept mobile credit card payments. Singlepoint’s short message service (SMS) services allows its clients to conduct business transactions, accept donations and engage in targeted communication campaigns with their customers/donors on a national and international scale. The Company offers mobile marketing solutions, including a mobile credit card gateway, mobile donations, SMS text messaging services and Text2Bid. The Company supplies merchants with credit card transactions through mobile devices through SMS. The business provides customers with marketing tools specializing in mobile commerce and mobile donations.